Banzai International (BNZI) Form 3 Banzai International / Alvin Siu Kau Yip ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Yip Alvin Siu Kau

(Last) (First) (Middle)

435 ERICKSEN AVE, SUITE 250

(Street)

BAINBRIDGE ISLAND WA 98110

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/14/2024

3. Issuer Name and Ticker or Trading Symbol
Banzai International, Inc. [ BNZI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option	12/02/2023(1)	12/02/2033	Class A Common Stock	246	419	D
Restricted Stock Unit	05/14/2024(2)	05/14/2028	Class A Common Stock	600	0	D
Non-Qualified Stock Option	05/14/2024(3)	05/14/2034	Class A Common Stock	186	14.65	D

Explanation of Responses:

1. Monthly vesting with 1 year cliff.

2. 25% of the RSUs will vest on each anniversary of the Vesting Commencement Date until the RSU is fully vested prior to Participant's Termination of Service

3. Monthly vesting

	/s/ Alvin Yip, CFO	01/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.